CAPSTONEFINANCIALGROUP,INC.
WRITTEN CONSENT TO ACTION WITHOUT MEETING OF THE
BOARD OFDIRECTORS
OF
CAPSTONE FINANCIAL GROUP,INC.
A NevadaCorporation Dated: October 28,2014
The undersigned, being all the Directors of CAPSTONE FINANCIAL GROUP, INC., aNevada Corporation, hereby execute this written consent to action, as provided by Section 78.315 ofthe NevadaRevisedStatutesandinlieuofaformalmeeting.Theundersignedherebywaive,pursuant toSection78.375oftheNevadaRevisedStatutesandArticleIII,Section14oftheBy-laws,all requirementsofnotice,includingnoticeofpurpose,whethercontained intheNevadaConstitution, Nevada Revised Statutes or the By-laws of this Corporation, and do hereby adopt the following resolutions:
Authorization to Execute Agreement with Darin R.Pastor
WHEREAS,onDecember13,2013,theCorporationenteredintoareversetriangular merger by and among Capstone Sub Co. (“Sub Co.”), a Nevada corporation and aformer wholly owned subsidiary of the Company, and Capstone Affluent Strategies,Inc. (“Affluent”), a California Corporation (the “Merger Agreement”), Sub Co. andAffluent being the constituent entities in the Merger. Pursuant to the terms of the Merger, SubCo. mergedwithAffluentwhereinSubCoceasedtoexistandAffluentbecameawhollyowned subsidiary of the corporation (the “Merger”);and
WHEREAS,onJanuary15,2014theMergerwascompleted,howeverasaresultofbeing unable to complete a timely audit of the financial statements, among other things, onMay 14, 2014, the Corporation, Sub Co. and Affluent executed a Rescission LetterAgreement, whereintheymutuallyagreedtorescindtheMergerAgreementrenderingtheMerger Agreement void and of no effect, without any liability on any party to theMerger Agreement (“Merger Rescission”);and
WHEREAS, on April 28, 2014, a Domestic Stock Corporation Certificate ofDissolution forAffluentwasprematurelyfiledwiththeSecretaryofStateofCaliforniadissolving Affluent as a corporation (the “Affluent Dissolution”);and
WHEREAS, as a result of the Affluent Dissolution, neither the Corporation, Affluentnor Pastor were provided the opportunity to properly document and effectuate theirintentions subsequent to the Merger Rescission;and
CapstoneFinancial Group,Inc.–Pastor,Affluent, &CAPP Agreement | October 28, 2014 |
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CAPSTONEFINANCIALGROUP,INC.
WHEREAS, Pastor was the sole officer and Director of Affluent prior to itsdissolution and the Corporation still desires to utilize Pastor’s expertise, knowledge baseand experience,andbelievesthatPastor’seffortsanddevelopmentoftheAffluentbusiness have an overriding redeeming economic value to the Corporation;and
WHEREAS, the Corporation wishes to assume certain assets from Affluent inexchange for the assumption of certain liabilities;and
WHEREAS,PastorandtheCorporationfeelitisinthebestinterestsofallinvolvedto enterintotheAgreementbetweenPastorandtheCorporation(the“Agreement”),attached heretoasExhibitA,memorializingtheintentions,asiftheywereoriginallygiventhe chance to enter into such; beit
RESOLVED, the Corporation is hereby authorized to execute theAgreement.
AUTHORIZATION OF CORPORATEACTION
RESOLVED THATeach officer of the Corporation is hereby authorized and directedto do and perform, or cause to be done and performed, all such acts, deeds and things andto make, execute and deliver, or cause to be made, executed and delivered, allsuch agreements,undertakings,documents,instrumentsorcertificatesinthenameandonbehalf oftheCorporationorotherwiseaseachsuchofficermaydeemnecessaryorappropriateto effectuate or carry out fully the purpose and intent of the foregoing resolutions and any of the transactions contemplatedthereby.
AllactionsheretoforetakenbyanydirectororofficeroftheCorporationinconnection with any matter referred to in the foregoing resolutions are hereby approved, ratifiedand confirmed in allrespects.
ThesecretaryandanyassistantsecretaryoftheCorporationoranyotherofficerofthe Corporation,isherebyauthorizedtocertifyanddeliver,toanypersontowhomsuch certification and delivery may be deemed necessary or appropriate in the opinion ofsuch officer, a true copy of the foregoingresolutions.
APPROVAL
Dated: October 28,2014
ABSTAIN
Darin Pastor,Chairman
_____________________________________
George Schneider,Director
IN WITNESS WHEREOF:___________________________________
Darin Pastor, Secretary
The following is appended here to:
| · | Exhibit A – Agreement by and between Darin R. Pastor and CapstoneFinancial Group, Inc., dated October 28,2014. |
CapstoneFinancial Group,Inc.–Pastor,Affluent, &CAPP Agreement | October 28, 2014 |
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